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Although most of Who Framed Roger Rabbit (which is now on video) involves Toons in the real world, one sequence reverses that concept and places Eddie Valiant (Bob Hoskins) as the lone human in a Toon world. The technique has been used only rarely in filmmaking, but one of the most successful instances was the MGM feature Invitation to the Dance (1957), which featured Gene Kelly in a Sinbad the Sailor number dancing with a legless and armless animated sea serpent. It was the film's highlight.

The Toontown sequence was a combined effort of ILM's blue screen photography and the animators in the Los Angeles unit. "All of Toontown was animated by the Los Angeles unit with the exception of Jessica. Russell Hall stayed with Jessica on that because she was just too difficult to turn over to someone else," states special FX supervisor Ken Ralston. Other star turns in Toontown included: Bugs Bunny, animated by David Spafford; Mickey Mouse, animated by Dale Baer; Droopy and Tweety, animated by Mark Kausler, Droopy voiced by Richard Williams; Lena Hyena, animated by Matthew O'Callaghan and voiced by June Foray; the hotel lobby and Dum Dum bullets animated by Frans Vischer.

The initial design for Toontown with its storybook castle and quilted landscape was established by layout artist Dave Dunnet. Bill Frake took over when Dunnet had to move to Disney's Little Mermaid unit.

Toontown's countryside and streets were entirely populated with pre-1947 characters. Extensive research was carried out in the Disney Archives for possible characters. It is not an unknown practice for animation from old Disney classics to be re-used in current projects. Animation fans have long loved spotting such bits and pieces, but for Toontown, wholesale raiding was encouraged as a means of populating the backgrounds. Toontown is a treasure trove; sharp eyes can pick out bits from "Water Babies," "The Tortoise and the Hare," the seven dwarfs, the three pigs and Mickey's nephews. And there is new animation based on old subjects such as the singing trees animated by Bruce Smith, which are reminiscent of "Flowers and Trees," and the cheerful hummingbirds, which look like they should belong to Song of the South, animated by Barry Temple.
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